SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 1998
[ ] Transition report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934
For the transition period from _________ to __________
Commission File Number: 0-23081
FARO TECHNOLOGIES, INC.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
FLORIDA 59-3157093
------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
125 TECHNOLOGY PARK DRIVE, LAKE MARY, FLORIDA 32746
- --------------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code: 407-333-9911
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. YES [X] NO [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date:
Class: Voting Common Stock, $.001 Par Value Outstanding at August 14, 1998: 11,359,828
FARO Technologies Inc.
Index to Form 10-Q/A
PART I. FINANCIAL INFORMATION Page Number
Item 1. Financial Statements
Consolidated Balance Sheets as of December 31, 1997 and
June 30,1998 (restated) 3
Consolidated Statements of Income for the Three and Six Months
Ended June 30, 1997 and 1998 (restated) 4
Consolidated Statement of Shareholders' Equity (restated) 5
Consolidated Statements of Cash Flows for the Six Months
Ended June 30, 1997 and 1998 (restated) 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 12
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds 16
Item 6. Exhibits and Reports on Form 8-K 16
Signatures 17
This Amendment on Form 10-Q/A amends the Registrant's Quarterly Report on Form
10-Q for the period ended June 30, 1998, as filed by the Registrant on August
12, 1998, and is being filed to reflect the restatement of the Registrant's
condensed consolidated financial statements (the "Restatement"). The Restatement
reflects the revaluation of acquired in-process research and development in
connection with the acquisition of CATS on May 15, 1998.
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FARO TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
ASSETS
DECEMBER 31, JUNE 30,
1997 1998
------------ ------------
(AS RESTATED
SEE NOTE C)
CURRENT ASSETS:
Cash and cash equivalents $ 28,815,069 $ 22,396,863
Accounts receivable, net of allowance 6,159,173 10,121,298
Inventories 4,275,376 5,249,930
Deferred tax asset 126,572 126,572
Prepaid expenses 109,649 277,516
------------ ------------
Total current assets 39,485,839 38,172,179
------------ ------------
PROPERTY AND EQUIPMENT - At cost:
Machinery and equipment 1,014,309 1,564,658
Furniture and fixtures 605,913 890,067
------------ ------------
Total 1,620,222 2,454,725
Less accumulated depreciation (792,442) (1,000,294)
------------ ------------
Property and equipment - net 827,780 1,454,431
------------ ------------
INTANGIBLE ASSETS, net of accumulated amortization
of $321,261 and $778,896, respectively 747,979 13,641,103
DEFERRED TAXES 130,735 19,000
------------ ------------
TOTAL ASSETS $ 41,192,333 $ 53,286,713
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 1,196,967 $ 3,559,888
Income taxes payable 413,167 --
Customer deposits 121,358 185,756
Current portion unearned service revenues 476,802 272,907
------------ ------------
Total current liabilities 2,208,294 4,018,551
UNEARNED SERVICE REVENUES - less current portion 44,628 136,563
------------ ------------
TOTAL LIABILITIES 2,252,922 4,155,114
------------ ------------
SHAREHOLDERS' EQUITY:
Class A preferred stock - par value $.001, 10,000,000 shares
authorized, no shares issued and outstanding
Common stock - par value $.001, 50,000,000 shares
authorized, 9,919,000 and 11,027,081 issued and
outstanding, respectively 9,919 11,027
Additional paid-in-capital 36,502,004 47,497,781
Retained earnings 3,018,265 2,331,940
Unearned compensation (464,480) (378,398)
Accumulated other comprehensive income:
Cumulative translation adjustments (126,297) (330,751)
------------ ------------
Total shareholders' equity 38,939,411 49,131,599
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 41,192,333 $ 53,286,713
============ ============
See accompanying notes to consolidated financial statements.
3
FARO TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------------- ----------------------------
1997 1998 1997 1998
------------ ------------- ------------ -------------
(AS RESTATED (AS RESTATED
SEE NOTE C) SEE NOTE C)
Sales $ 5,429,064 $ 7,721,808 $ 10,318,535 $ 14,404,009
Cost of sales 2,239,731 2,779,843 4,188,280 5,461,605
------------ ------------ ------------ ------------
Gross profit 3,189,333 4,941,965 6,130,255 8,942,404
Operating Expenses:
Selling 1,353,507 2,211,523 2,512,066 3,795,059
General and administrative 319,569 517,136 622,092 1,115,718
Depreciation and amortization 65,773 569,961 124,646 680,323
Research and development 216,766 435,534 394,839 821,978
Employee stock options 360,876 43,041 364,146 86,082
Purchased in-process research and development -- 3,210,000 -- 3,210,000
------------ ------------ ------------ ------------
Total operating expenses 2,316,491 6,987,195 4,017,789 9,709,160
------------ ------------ ------------ ------------
Income (loss) from operations 872,842 (2,045,230) 2,112,466 (766,756)
Interest income -- 302,852 -- 622,779
Other income 51,877 5,408 46,067 2,754
Interest expense (31,591) (7,865) (65,853) (7,865)
------------ ------------ ------------ ------------
Income (loss) before income taxes 893,128 (1,744,835) 2,092,680 (149,088)
Income tax expense (benefit) 357,251 (35,119) 837,072 537,237
------------ ------------ ------------ ------------
Net income (loss) 535,877 (1,709,716) 1,255,608 (686,325)
Other Comprehensive Income (Expense)
Foreign currency translation adjustments (43,985) (160,669) (43,985) (204,454)
------------ ------------ ------------ ------------
Other comprehensive income (expense) (43,985) (160,669) (43,985) (204,454)
------------ ------------ ------------ ------------
Comprehensive income (loss) $ 491,892 $ (1,870,385) $ 1,211,623 $ (890,779)
============ ============ ============ ============
Net Income (Loss) Per Common Share - Basic $ 0.08 $ (0.16) $ 0.18 $ (0.07)
============ ============ ============ ============
Net Income (Loss) Per Common Share - Diluted $ 0.07 $ (0.16) $ 0.17 $ (0.07)
============ ============ ============ ============
See accompanying notes to consolidated financial statements.
4
FARO TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(Unaudited)
COMMON STOCK ADDITIONAL
------------ PAID-IN UNEARNED
SHARES AMOUNTS CAPITAL COMPENSATION
------------ ------------ ------------ --------------
>
BALANCE, DECEMBER 31,
1997 9,919,000 $ 9,919 $ 36,502,004 $ (464,480)
Common stock issued in connection
with acquisition of business 916,668 917 10,394,083
Registration costs in connection with
acquisition of business (133,391)
Exercise of stock options 191,413 191 70,612
Amortization of unearned
compensation 86,082
Tax benefit from exercise
of stock options 664,473
Currency translation
adjustment
Net loss for period
(As restated, See Note C)
------------ ------------ ------------ -------------
BALANCE, JUNE 30, 1998
(As restated, See Note C) 11,027,081 $ 11,027 $ 47,497,781 $ (378,398)
============ ============ ============ ============
CUMULATIVE
TRANSLATION RETAINED
ADJUSTMENT EARNINGS TOTAL
------------ ------------- ------------
BALANCE, DECEMBER 31,
1997 $ (126,297) $ 3,018,265 $ 38,939,411
Common stock issued in connection
with acquisition of business 10,395,000
Registration costs in connection with
acquisition of business (133,391)
Exercise of stock options 70,803
Amortization of unearned
compensation 86,082
Tax benefit from exercise
of stock options 664,473
Currency translation
adjustment (204,454) (204,454)
Net loss for period
(As restated, See Note C) (686,325) (686,325)
------------ ------------ ------------
BALANCE, JUNE 30, 1998
(As restated, See Note C) $ (330,751) $ 2,331,940 $ 49,131,599
============ ============ ============
See accompanying notes to consolidated financial statements.
5
FARO TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
SIX MONTHS ENDED
JUNE 30,
-----------------------------
1997 1998
------------ -------------
(AS RESTATED
SEE NOTE C)
OPERATING ACTIVITIES:
Net income (loss) $ 1,255,608 $ (686,325)
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation, amortization and other 124,646 814,157
In-process research and development 3,210,000
Employee stock options 364,146 86,082
Deferred income taxes (276,302) 259,488
Change in operating assets and liabilities:
Decrease (increase) in:
Accounts receivable (1,903,666) (2,614,372)
Inventories (479,874) (944,217)
Prepaid expenses 15,744 (55,507)
Increase (decrease) in:
Accounts payable and accrued liabilities 139,856 202,206
Income taxes payable 649,090 (413,167)
Customer deposits 52,387 64,398
Unearned service revenues 326,610 (111,960)
------------ ------------
Net cash provided by (used in) operating activities 268,245 (189,217)
------------ ------------
INVESTING ACTIVITIES:
Purchases of property and equipment (264,945) (664,596)
Payments of patent costs (148,274) (87,863)
Payments of product design costs -- (311,896)
Acquisition of business, net of cash acquired(5,618) -- (5,306,057)
------------ ------------
Net cash used in investing activities (413,219) (6,370,412)
------------ ------------
FINANCING ACTIVITIES:
Payments on debt (831) --
Proceeds from issuance of common stock, net -- 70,803
------------ ------------
Net cash (used in) provided by financing activities (831) 70,803
------------ ------------
EFFECT OF FOREIGN CURRENCY FLUCTUATIONS -- 70,620
------------ ------------
DECREASE IN CASH AND CASH EQUIVALENTS (145,805) (6,418,206)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 263,342 28,815,069
------------ ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 117,537 $ 22,396,863
============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid for interest $ 19,226 $ 7,865
============ ============
Cash paid for income taxes $ 464,283 $ 74,216
============ ============
Noncash financing activities:
Acquisition of business:
Fair value of assets acquired $ 17,677,382
Common stock issued 10,395,000
Liabilities assumed (1,614,000)
Net decrease in deferred tax assets and current
tax liability due to exercise of employee stock options $ 608,565
============
See accompanying notes to consolidated financial statements.
6
FARO TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1997 AND 1998 (RESTATED)
NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS
FARO Technologies, Inc. and subsidiaries (the "Company") develops,
manufactures, markets and supports Computer Aided Design (CAD)-based quality
assurance products and CAD-based inspection and statistical process control
software.
NOTE B - BASIS OF PRESENTATION
The accompanying consolidated financial statements have been prepared
in accordance with the instructions to Form 10-Q and do not include all the
information and footnote disclosure required by generally accepted accounting
principles for complete consolidated financial statements. In the opinion of
management, all adjustments (consisting only of normal recurring accruals)
necessary for a fair presentation of the consolidated financial position and
operating results for the interim periods have been included. The consolidated
results of operations for the three and six months ended June 30, 1998 are not
necessarily indicative of results that may be expected for the year ending
December 31, 1998. These consolidated financial statements should be read in
conjunction with the audited consolidated financial statements of the Company as
of December 31, 1996 and 1997, and for each of the three years in the period
ended December 31, 1997 included in the Company's Annual Report to Stockholders
incorporated by reference within the Company's Annual Report of Form 10-K and in
conjunction with the Form S-1, as amended, dated August 7, 1998.
NOTE C - RESTATEMENT
Subsequent to the issuance of the Company's Quarterly Report on Form
10-Q for the quarterly period ended June 30, 1998, the Company's management
revised the amount of the purchase price which was allocated to in-process
research and development ("IPR&D") in accounting for the acquisition of CATS
Computer Aided Technologies, Computeranwendungen in der Fertigungssteurung, GmbH
("CATS") in May 1998 (See Note D). The revised allocation is based upon methods
prescribed in a letter from the Securities and Exchange Commission ("SEC") sent
to the American Institute of Certified Public Accountants in September 1998. The
letter sets forth the SEC's views regarding the valuation methodology to be used
in allocating a portion of the purchase price to IPR&D at the date of
acquisition.
The Company's initial calculations to value the acquired IPR&D were
based upon a methodology that focused on the after-tax cash flows attributable
to the technology on an overall basis, without regard for stage of completion of
individual projects, and the selection of an appropriate rate of return to
reflect the risk associated with the stage of completion of the technology.
The revised valuation is based on management's estimates of the net
cash flows associated with expected operations of CATS and gives explicit
consideration to the SEC's views on acquired IPR&D as set forth in its September
1998 letter to the American Institute of Certified Public Accountants. As a
result of the revised valuation, the Company's financial statements for the
quarterly period ended June 30, 1998, have been restated to reduce the amount of
acquired IPR&D by approximately $11.2 million, and to increase the amount
ascribed to other intangible assets by approximately $11.2 million. Amortization
expense has also increased by $307 thousand for the three and six months ended
June 30, 1998.
7
A summary of the significant effects of the restatement is as follows:
AS OF
JUNE 30, 1998
-----------------------------
AS
PREVIOUSLY
REPORTED AS RESTATED
------------ -----------
BALANCE SHEET DATA:
Deferred tax asset $ 526,572 $ 126,572
Intangible assets 2,422,562 13,641,103
Deferred taxes 1,219,000 19,000
Total assets 43,668,172 53,286,713
Accounts payable and accrued liabilities 3,807,768 3,559,888
Total shareholders' equity 39,265,178 49,131,599
3 MONTHS ENDED 6 MONTHS ENDED
JUNE 30, 1998 JUNE 30, 1998
-------------- -------------
AS PREVIOUSLY AS PREVIOUSLY
REPORTED AS RESTATED REPORTED AS RESTATED
------------- ------------- ------------- ------------
STATEMENT OF OPERATIONS DATA:
Loss from operations $(12,901,786) $ (2,045,230) $(11,623,312) $ (766,756)
Income tax expense (benefit) (1,025,254) (35,119) (452,898) 537,237
Net Loss (11,576,137) (1,709,716) (10,552,746) (686,325)
Net Loss per common share - Basic $ (1.10) $ (0.16) $ (1.03) $ (0.07)
Net Loss per common share - Diluted $ (1.08) $ (0.16) $ (1.01) $ (0.07)
NOTE D - ACQUISITION OF CATS
On May 15, 1998, the Company acquired CATS for a total purchase price
of $16,069,000 consisting of $5.7 million in cash, 916,668 shares of common
stock and the assumption of certain outstanding liabilities of CATS. In
addition, 333,332 shares of common stock will be issued provided CATS meets
certain sales performance goals. The purchase price includes direct costs of the
acquisition in the amount of $674,000.
The acquisition was recorded under the purchase method of accounting and
the final allocation among tangible and intangible assets and liabilities is as
follows:
8
Tangible assets $ 1,522,000
Intangible assets:
Developed and core technology 8,940,000
Workforce in place 550,000
Customer relations 590,000
Goodwill 2,871,000
In process technology 3,210,000
Liabilities (1,614,000)
------------
$ 16,069,000
============
The valuation of developed and core technology and in-process technology
was based on management's estimates of after tax net cash flows and gives
explicit consideration to the Securities and Exchange Commission's ("SEC")
recent views on in-process research and development in purchase transactions. In
allocating the purchase price, the Company considered the present value of cash
flows and income, the status of projects, completion costs and project risk.
Specifically, the Company considered (1) the value of core technology and
ensured that the relative allocations to core technology and in process
technology were consistent with the relative contributions of each of the final
products and (2) the stage of completion of the individual projects and ensured
that the value considered only the efforts completed as of the transaction date.
The amount allocated to in-process research and development of $3.2
million was expensed upon acquisition, as it was determined that the underlying
projects had not reached technological feasibility, had no alternative future
use and successful future development was uncertain. The operating results of
CATS have been included in the consolidated statements since the date of
acquisition.
The operating results of CATS have been included in the consolidated
statements since the date of acquisition. The following unaudited pro forma
results of operations are presented for informational purposes assuming
that the Company has acquired CATS as of January, 1 1998. The $3.2 million
charge for in process research and development has been excluded from
the pro forma results as it represents a material non recurring charge.
THREE MONTHS SIX MONTHS
ENDED ENDED
JUNE 30, 1998 JUNE 30, 1998
------------- --------------
Revenues $ 8,004,000 $ 15,200,000
Net income 512,000 943,000
Income per share:
Basic $ 0.05 $ 0.09
Diluted $ 0.05 $ 0.08
The pro forma results of operations have been prepared for comparative
purposes only and do not purport to be indicative of the results of
operations which actually would have resulted had the acquisition occurred
on the date indicated, or which may result in the future.
Pro forma information has not been provided for comparable periods in 1997,
as the historical operations of CATS are not material to the Company's
operating results. Audited financial statements of CATS for the year ended
December 31, 1997 are included as an exhibit to this Form 10-Q/A.
NOTE E - INVENTORY
Inventories consist of the following:
DECEMBER 31, JUNE 30,
1997 1998
----------- ----------
Raw materials $2,432,194 $2,827,648
Finished goods 804,827 983,352
Sales demonstration 1,038,355 1,438,930
---------- ----------
$4,275,376 $5,249,930
========== ==========
NOTE F - INTANGIBLE ASSETS
Goodwill represents the excess of purchase price over the fair value of
businesses acquired and is amortized on a straight line basis over 5 years.
Other acquired intangibles principally include core technology, existing product
technology, workforce in place and customer relationships that arose in
9
connection with the acquisition of CATS. Other acquired intangibles are recorded
at fair value at the date of acquisition and are amortized over their estimated
useful lives of primarily 3 to 5 years.
Product design costs incurred in the development of products after
technological feasibility is attained are capitalized and amortized using the
straight-line method over the estimated economic lives of the related products,
not to exceed 3 years. The Company considers technological feasibility to be
established when the Company has completed all planning, designing, coding and
testing activities that are necessary to establish design specifications
including function, features and technical performance requirements.
Capitalization of product design costs ceases and amortization of such costs
begins when the product is available for general release to customers.
Patents are recorded at cost. Amortization is computed using the
straight-line method over the lives of the patents, which is 17 years. Other
intangibles are amortized over periods ranging from 2 to 5 years.
NOTE G - EARNINGS PER SHARE
A reconciliation of the number of common shares used in the calculation
of basic and diluted earnings per share ("EPS") is presented below:
Three months ended June 30,
THREE MONTHS ENDED JUNE 30, 1997 1998
- ------------------------------------------------------------------------------------------
PER-SHARE PER-SHARE
SHARES AMOUNT SHARES AMOUNT
- ------------------------------------------------------------------------------------------
Basic EPS
Weighted-Average Shares 7,000,000 $ .08 10,531,132 ($0.16)
Effect of Dilutive Securities
Stock Options 333,290
---------
Diluted EPS
Weighted-Average Shares and
Assumed Conversions 7,333,290 $ .07 10,531,132 ($0.16)
========= ==========
SIX MONTHS ENDED JUNE 30, 1997 1998
- ------------------------------------------------------------------------------------------
PER-SHARE PER-SHARE
SHARES AMOUNT SHARES AMOUNT
- ------------------------------------------------------------------------------------------
Basic EPS
Weighted-Average Shares 7,000,000 $ .18 10,239,613 ($.07)
Effect of Dilutive Securities
Stock Options 333,290
Diluted EPS ---------
Weighted-Average Shares and
Assumed Conversions 7,333,290 $ .17 10,239,613 ($.07)
========= ==========
10
Note H - RECENT ACCOUNTING STANDARDS
Effective January 1, 1998 the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income" (SFAS No. 130).
SFAS No. 130 requires that all items that are required to be recognized under
accounting standards as components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements. Prior year financial statements have been restated for
comparative purposes to conform with this new standard.
Effective January 1, 1998 the Company adopted Statement of Financial
Accounting Standards No. 131, "Disclosure About Segments of an Enterprise and
Related Information" (SFAS No. 131). SFAS No. 131 establishes standards for
reporting information about operating segments in annual financial statements
and requires selected information about operating segments in interim financial
reports to shareholders. It also establishes standards for related disclosures
about products and services, geographic areas and major customers. Required
disclosures are effective for the Company's December 31, 1998 year end financial
statements.
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities", effective for fiscal years beginning after
June 15, 1999. SFAS 133 requires companies to record derivatives on the balance
sheet as assets and liabilities, measured at fair value. Gains or losses
resulting from changes in the values of those derivatives would be accounted for
depending on the use of the derivative and whether it qualifies for hedge
accounting. The Company has not completed its evaluation of the impact of this
standard on the financial statements.
11
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THE FOLLOWING INFORMATION SHOULD BE READ IN CONJUNCTION WITH THE
CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY, INCLUDING THE NOTES THERETO,
INCLUDED ELSEWHERE IN THIS FORM 10-Q/A, AND THE MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS INCLUDED IN THE
COMPANY'S ANNUAL REPORT ON FORM 10-K DATED MARCH 13, 1998.
On May 15, 1998, the Company acquired CATS Computer Aided Technologies GmbH
("CATS") for total consideration of $15,395,000, consisting of $5 million in
cash and 916,668 shares of common stock, and the assumption of certain
outstanding liabilities of CATS. In addition, 333,332 shares of common stock
will be issued provided CATS meets certain performance goals. The purchase price
includes direct costs of the acquisition in the amount of $674,000. CATS,
headquartered in Karlsruhe, Germany, develops, markets and supports 3-D
measurement retrofit and statistical process control software used in both main
frame and PC based CAD environments. The Company assumed current liabilities
totaling $1.6 million and received tangible assets of $1.5 million and
intangible assets of $16.2 million.
Subsequent to the issuance of the Company's Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 1998, the Company's management revised the
amount of the purchase price which was allocated to in-process research and
development ("IPR&D") in accounting for the acquisition of CATS Computer Aided
Technologies, Computeranwendungen in der Fertigungssteurung, GmbH ("CATS") in
May 1998 (See Note D). The revised allocation is based upon methods prescribed
in a letter from the Securities and Exchange Commission ("SEC") sent to the
American Institute of Certified Public Accountants in September 1998. The letter
sets forth the SEC's views regarding the valuation methodology to be used in
allocating a portion of the purchase price to IPR&D at the date of acquisition.
The effects of the restatement in the Company's Financial Statements are
presented in Note C.
The amount allocated to IPR&D was expensed upon acquisition, as it was
determined that the underlying projects had not reached technological
feasibility, had no alternative future use and successful future development was
uncertain.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1998 COMPARED TO THREE MONTHS ENDED JUNE 30, 1997
SALES. Sales increased $2.3 million, or 42.2% from $5.4 million for the
three months ended June 30, 1997 to $7.7 million for three months ended June 30,
1998. The increase was due to 1) increased FARO product sales resulting from
additional sales personnel of FARO ($1.0 million), and 2) FARO product and CATS
product sales by CATS ($1.3 million) for the period May 15 to June 30, 1998.
CATS was acquired by the Company on May 15, 1998.
GROSS PROFIT. Gross profit increased $1.7 million, or 55.0% from $3.2
million for the three months ended June 30, 1997 to $4.9 million for the three
months ended June 30, 1998. Gross margin increased to 64.0% for the three months
ended June 30, 1998, from 58.7% for the three months ended June 30, 1997. This
margin increase was primarily a result of the higher margin CATS software sales.
SELLING EXPENSES. Selling expenses increased $858,000, or 63.4%, from
$1.4 million for the three months ended June 30, 1997 to $2.2 million for the
three months ended June 30, 1998. This increase was a result of the Company's
continued expansion of sales and marketing staff in the United States and
Europe, and the addition of the selling expenses ($186,000) from CATS. Selling
expenses as a percentage of sales were 28.6% for the three months ended June 30,
1997, compared to 24.9% for the three months ended June 30, 1997.
12
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative
expenses increased $198,000, or 61.8%, from $320,000 for the three months ended
June 30, 1997 to $517,000 for the three months ended June 30, 1998. This
increase was primarily due to salaries for additional administration and
accounting employees, and the addition of general and administrative expenses
($36,000) from CATS. General and administrative expenses as a percentage of
sales increased from 5.9% for the three months ended June 30, 1997 to 6.7% for
the three months ended June 30, 1998.
DEPRECIATION AND AMORTIZATION EXPENSES. Depreciation and amortization
expenses increased $504,000, or 767% from $66,000 for the three months ended
June 30, 1997, to $570,000 for the three months ended June 30, 1998. The
increase was due primarily to the amortization expenses related to the
intangible assets associated with the Company's acquisition of CATS.
RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses
increased $219,000, or 100.9%, from $217,000 for the three months ended June 30,
1997 to $436,000 for the three months ended June 30, 1998. This increase was a
result of the Company's continued activities associated with the development of
technologies related to new products, and research and development costs
($112,000) from CATS.
IN-PROCESS RESEARCH AND DEVELOPMENT RESULTING FROM ACQUISITION.
In-process research and development expenses of $3.2 million were recorded in
the second quarter of 1998 related to the acquisition of CATS.
INTEREST INCOME. Interest income is attributable to interest on the
remaining cash proceeds (approximately $22 million at June 30) from the
Company's initial public offering in 1997.
INTEREST EXPENSE. Interest expense decreased $24,000, or 75.1% from
$32,000 for the three months ended June 30, 1997 to $8,000 for the three months
ended June 30, 1998. This reduction was attributable to the repayment of the
Company's debt in September 1997 from use of proceeds from the Company's initial
public offering, and the addition of interest expense ($8.000) from CATS .
INCOME TAX EXPENSE. The income tax expense (benefit) recognized by the
Company is comprised of Federal, state and foreign components based on U.S. and
foreign operations.
NET INCOME. Net income decreased $2,246,000 from $536,000 for the three
months ended June 30, 1997 to a loss of $1,710,000 for the three months ended
June 30, 1998. The decrease was primarily due to the $3,210,000 charge for
in-process research and development associated with the Company's acquisition of
CATS.
SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO SIX MONTHS ENDED JUNE 30, 1997
SALES. Sales increased $4.1 million, or 39.6% from $10.3 million for
the first six months of 1997 to $14.4 million for the first six months of 1998.
The increase was the result of increased FARO product sales due to an expanded
sales effort that included the addition of sales personnel at existing offices,
and the opening of sales offices ($2,9 million), and the sale of FARO products
and CATS products by CATS in the period May 15 - June 30 1998 ($1.3 million).
GROSS PROFIT. Gross profit increased $2.8 million, or 45.9%, from $6.1
million for the first six months of 1997 to $8.9 million for the first six
months of 1998. Gross margin increased from 59.4% for the first six months of
1997 to 62.1% for the first six months of 1998. Gross margin increased primarily
as a result of the higher margin CATS software sales.
SELLING EXPENSES. Selling expenses increased $1.3 million, or 51.1%,
from $2.5 million for the first six months of 1997 to $3.8 million for the first
six months of 1998. This increase was a result of the Company's expansion of
sales and marketing staff in the United States and Europe and expanded
promotional efforts, ($1.1 million), and the addition of CATS selling expenses
for the period May 15 -
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June 30, 1998 ($186,000). Selling expenses as a percentage of sales increased
from 24.3% for the first six months of 1997 to 26.3% for the first six months of
1998.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative
expenses increased $494,000 or 79.3% from $622,000 for the first six months of
1997 to $1,116,000 for the first six months of 1998. This increase resulted
primarily from the hiring of additional administrative personnel and increases
in professional and legal expenses , and the addition of CATS general and
administrative expenses ($36,000). General and administrative expenses as a
percentage of sales increased from 6.0% for the first six months of 1997 to 7.7%
for the first six months of 1998.
DEPRECIATION AND AMORTIZATION EXPENSES. Depreciation and amortization
expenses increased $556,000, or 446% from $125,000 for the six months ended June
30, 1997, to $680,000 for the six months ended June 30, 1998. The increase was
due primarily to the amortization expenses related to the intangible assets
associated with the Company's acquisition of CATS.
RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses
increased $427,000, or 108.2%, from $395,000 for the first six months of 1997 to
$822,000 for the first six months of 1998. This increase was a result of the
Company's continued activities associated with the development of technologies
related to new products, and the addition of CATS research and development
expenses ($112,000). Research and development expenses as a percentage of sales
increased from 3.8% for the first six months of 1997 to 5.7% for the first six
months of 1998.
IN-PROCESS RESEARCH AND DEVELOPMENT RESULTING FROM ACQUISITION.
In-process research and development expenses of $3.2 million were recorded
related to the acquisition of CATS.
EMPLOYEE STOCK OPTIONS EXPENSES. Employee stock options expenses
decreased $278,000 from $364,000 for the first six months of 1997 to $86,000 for
the first six months of 1998. The higher expense in 1997 was primarily
attributable to the grant of 52,733 options in May 1997, which was made at an
exercise price below the fair market value of the Common Stock on the date of
the grant.
INTEREST INCOME. Interest income increased $580,000, or 125.8% to
$626,000 for the six months ended June 30 1998, compared to $46,000 in the six
months ended June 30 1997. The increase was attributable to interest on the
remaining cash proceeds (approximately $22 million at June 30, 1998) from the
Company's initial public offering in 1997
INTEREST EXPENSE. Interest expense decreased $58,000, or 88.1%, from
$66,000 for the first six months of 1997 to $8,000 for the first six months of
1998. This reduction was primarily attributable to the elimination of the
Company's debt in September, 1997 from use of proceeds from the Company's
initial public offering, and $8,000 in interest expense paid by CATS in the
period May 15- June 30, 1998.
INCOME TAX EXPENSE. Income tax expense decreased $300,000, or 35.8%,
from $837,000 for the first six months of 1997 to $537,000 for the first six
months of 1998. The income tax expense resulted from an expense of $572,000 for
the first three months of 1998, offset by a tax benefit of $35,000 for the three
months ended June 30, 1998.
NET INCOME. Net income decreased $1,942,000 or 154.7%, from $1.3
million for the first six months of 1997 to a loss of $686,000 for the first six
months of 1998. The decrease was primarily due to the $3,210,000 charge for
in-process research and development associated with the Company's acquisition of
CATS.
LIQUIDITY AND CAPITAL RESOURCES
In September 1997, the Company completed an initial public offering of
stock which provided net cash after offering expenses, of $31.8 million.
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For the six months ended June 30, 1998, net cash used in operating
activities was $189,000 compared to net cash provided by operating activities of
$268,000 for the same period of 1997. Net cash used in this period increased as
a result of decreases in net income of $1,942,000, offset by increases in
accounts receivable of $2,614,000 , inventories of $944,000 and decreases in
income taxes payable of $413,000.
Net cash used in investing activities was $6,732,000 for the six months
ended June 30, 1998 compared to $413,000 for the six months ended June 30, 1997.
Net cash used in investing activities increased for the first six months of 1998
primarily due to the acquisition of CATS for $5,668,000.
Net cash provided by financing activities for the six months ended June
30, 1998 was $433,000 compared to net cash used in financing activities of
$1,000 for the six months ended June 30, 1997. The increase in net cash provided
by financing activities was due primarily to the proceeds from issuance of
common stock.
The Company has a loan agreement (the "Agreement") in the form of a
term note and a line of credit. The Agreement combines the equivalent of three
successive one-year term loans, each equal to that portion of the loan that will
be fully amortized in the ensuing year, with a line of credit equal to that
portion of the loan that will not be fully amortized in the ensuing year. The
Company had available borrowings under the Agreement totaling approximately $2
million as of June 30, 1998. Interest accrues at the 30-day commercial paper
rate plus 2.7% and is paid monthly. Borrowings under the Agreement are
collateralized by the Company's accounts and notes receivable, inventory,
property and equipment, intangible assets, and deposits. The Agreement contains
restrictive covenants, including the maintenance of certain amounts of working
capital and tangible net worth and limits on loans to related parties, and
prohibits the Company from declaring dividends. There were no outstanding
borrowings under this loan agreement at June 30, 1998.
In April 1997, the Company obtained a one-year secured $1.0 million
line of credit which bears interest at the 30-day commercial paper rate plus
2.65% per annum. The line of credit was extended in 1998 and expires on March
31, 1999. There were no outstanding borrowings under this loan agreement at June
30, 1998.
The Company's principal commitments at June 30, 1998 were leases on its
headquarters and regional offices, and there were no material commitments for
capital expenditures at that date. The Company believes that its cash,
investments, cash flows from operations and funds available from its credit
facilities will be sufficient to satisfy its working capital and capital
expenditure needs at least through 1998.
The expansion of the Company's sales force is anticipated to increase the
Company's selling, general and administrative expenses over the next 12 months.
The Company believes that it will have adequate capital to cover these expenses
at least through 1998.
FOREIGN EXCHANGE EXPOSURE
Sales outside the United States represent a significant portion of the
Company's total revenues. Currently, the majority of the Company's revenues and
expenses are invoiced and paid in U.S. dollars. In the future, the Company
expects a greater portion of its revenues to be denominated in foreign
currencies. Fluctuations in exchange rates between the U.S. dollar and such
foreign currencies may have a material adverse effect on the Company's business,
results of operation and financial condition, particularly its operating
margins, and could also result in exchange losses. The impact of future exchange
rate fluctuations on the results of the Company's operations cannot be
accurately predicted. Historically, the Company has not managed the risks
associated with fluctuations in exchange rates but intends to undertake
transactions to manage such risks in the future. To the extent that the
percentage of the Company's non-U.S. dollar revenues derived from international
sales increases in the future, the risks associated with fluctuations in foreign
exchange rates will increase. The Company may use forward foreign exchange
contracts with foreign currency options to hedge these risks.
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IMPACT OF YEAR 2000
The Company has invested significant resources in the latest
information technologies over the past five years and therefore has minimized
the effect of Year 2000 issues. Management initiated a program to evaluate all
internal computer systems and applications, and products with computer systems
and determined the adjustments necessary to become Year 2000 compliant.
Management is confident that existing internal resources are sufficient to
correct any internal systems deficiencies that have or may be determined. The
Company has set a target date of September 30, 1999 for complete compliance of
internal computer systems, applications, and products. The Company has also made
inquiries of its major suppliers, customers and other third-party entities with
which it has business relations to obtain assurances of their Year 2000
compliance. However, there can be no assurance that the systems of other
companies on which the Company relies will be timely corrected, or that any
failure by another company to correct such systems would not have a material
adverse effect on the Company. Contingency plans are currently being developed
to be implemented in the event any information technology system,
non-information technology system, third party or supplier is not Year 2000
compliant in a timely manner.
The total cost to the Company of these Year 2000 Compliance activities
has not been and is not anticipated to be material to its financial position or
results of operations in a given year. The Company has a provision of $12,500
per quarter in 1999 to cover the cost of any unexpected corrections to any
internal sysytems or product deficiencies. These costs are based on Management's
best estimates, which were derived utilizing numerous assumptions of future
events including the continued availability of certain resources, third party
modification plans, and other factors. However, there can be no guarantee that
these estimates will be achieved and actual results could differ from those
plans.
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
The effective date of the Company's registration statement filed under
the Securities Act in connection with its initial public offering was September
17, 1997.
From the effective date of such registration statement to June 30, 1998 none of
the net proceeds from the Company's initial public offering were used for
construction of plant, building and facilities; purchase and installation of
machinery and equipment or the purchase of real estate. The Company used $5
million of such net proceeds to acquire CATS.
In addition, in connection with the acquisition of CATS, the Company issued
916,668 shares of common stock to the former CATS shareholders plus the right to
receive 333,332 shares of common stock as contingent earn-out depending on
post-closing sales by CATS.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
EXHIBIT NO. DESCRIPTION
----------- -----------
27.1.1 Financial Data Schedule (for SEC use only)
99.1 Financial Statements of CATS GmbH for the two years in the
period ended December 31,1997.
b) Reports on Form 8-K
On May 22, 1998, the Company filed a Report on Form 8-K to report that
on May 7, 1998, pursuant to an Acquisition Agreement executed in the
United States dated as of May 7, 1998 (the "Agreement"), the Company
acquired all of the assets of CATS Computer Aided Technologies,
Computeranwendungen in der Fertigungssteurung, GmbH ("CATS") in
exchange for $5 million in cash and 916,667 shares of FARO common
stock.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amended report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: March __, 1999 FARO TECHNOLOGIES, INC.
(Registrant)
By: /s/ GREGORY A. FRASER
---------------------
Gregory A. Fraser
Executive Vice President and Chief Financial Officer
(Duly Authorized Officer and Principal Financial
Officer)
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